Atari S A : Argument and text of the resolutions

Dear shareholders of Atari SA,

We have convened you this Combined General Meeting to propose the following draft resolutions to you:

• As regards the 1st resolution to the 3rd resolution, approval of the annual financial statements and the consolidated financial statements for the financial year ended March 31, 2021, as well as the allocation of income.
• As regards the 4th resolution, the renewal of the term of office as Director of Mr. Alexandre Zyngier for a period of three years ending at the close of the General Meeting to be called to approve the financial statements of the financial year ending March 31, 2024, whose term expires at the close of this General Meeting.
• As regards the 5th resolution, the approval of the information regarding the compensation for the financial year ended March 31, 2021, for all Directors and corporate officers.
• As regards the 6th resolution, the approval of regulated agreements.
• As regards the 7th resolution, approval of the compensation and benefits paid or awarded to Mr. Frédéric Chesnais, Chief Executive Officer for the financial year ended March 31, 2021.
• As regards the 8th resolution, approval of principles and criteria to determine, apportion and allocate the items comprising total compensation and all benefits in kind that may be allocated to the Chairman and Chief Executive Officer for the financial year 2021-2022.
• As regards the 9th resolution, approval of the compensation policy of the Directors
  - Setting of the amount of Director's fees.
• As regards the 10th resolution, the renewal of the authorization given to the Board of Directors to trade in the Company's own shares, in accordance with in accordance with applicable laws and regulations.
• As regards the 11th to the 23rd resolution, we want to provide the Company with the resolutions required to implement all the delegations of authority granted to the Board of Directors in order to issue shares and/or securities giving access to the capital of the Company or to debt instruments in various forms and following various procedures, which we will present to you.
• The 24th resolution sets the overall limits for the authorized issuance of securities.
• The 25th resolution provides for the authorization of a capital increase by incorporating reserves, profits, or other items that may be capitalized
• The objective of the 26th resolution is to enable a reverse share split.
• As regards the 27th resolution, it relates to the powers to carry out the formalities with respect to the resolutions adopted by this Combined General Meeting.

RECOMMENDATIONS OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends the adoption of all the resolutions presented at the Ordinary and Extraordinary Shareholders' Meeting to be held on November 30, 2021.

TEXT OF THE DRAFT RESOLUTIONS

ORDINARY GENERAL MEETING :

Resolution 1: Approval of the annual financial statements for the financial year ended March 31, 2020 and discharge of the Board of Directors

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the Management Report of the Board of Directors, the Statutory Auditors' reports, the Company's annual financial statements, the income statement, balance sheet, and notes, hereby approve the annual financial statements for the financial year ended March 31, 2020 as presented, as well as the transactions reflected in the financial statements and summarized in these reports.

The shareholders at the Shareholder's Meeting set the net profit for that financial year at €28,798,295.19.

In accordance with the provisions of article 223 quater of the French General Tax Code, the shareholders note the absence of expenses and charges referred to in article 39-4 of the same Code. Consequently, shareholders discharge all members of the Board of Directors in respect of their management of the Company for that same financial year.

Resolution 2: Approval of the consolidated financial statements for the financial year ended March 31, 2021

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the Management Report of the Board of Directors, the Statutory Auditors' reports on the annual financial statements and the consolidated financial statements, hereby approve the consolidated financial statements for the financial year ended March 31, 2021 as presented, as well as the transactions reflected in the financial statements and summarized in these reports.

Resolution 3: Allocation of income for the financial year ended March 31, 2021.

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the Management Report of the Board of Directors as well as the Statutory Auditors' report, note that the

annual financial statements prepared as at March 31, 2021 and approved by this General Meeting show a net profit of €28,798,295.19 and decide, based on the proposal made by

the Board of Directors, to carry forward said profit, which goes from €18,582,513.43 to €47,380,808.62

Resolution 4: Renewal of Mr. Alexandre Zyngier's term of office as Director

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term as Director of Mr. Alexandre Zyngier expires at the close of this General Meeting, decide to renew her term of office for a period of three years.

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This term of office shall expire at the close of the Ordinary General Meeting to be called to approve the financial statements of the financial year ending March 31, 2024.

Resolution 5: Approval of the information relating to the compensation of Directors and corporate officers mentioned in Article L. 22- 10- 9 I of the French Commercial Code

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors, which includes the report on corporate governance, approve, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information mentioned in Article L. 22-10-9 I of the French Commercial Code disclosed therein for the financial year ended March 31, 2021 and for all Directors and corporate officers.

Resolution 6: Approval of the agreements subject to articles L. 225-38 et seq. of the French Commercial Code

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having heard the special report of the Statutory Auditors on the agreements subject to articles L. 225-38 et seq. of the French Commercial Code Commerce, notes the conclusions of that report and decide to approve each of the agreements and commitments mentioned therein and the conclusions of said report.

Resolution 7: Approval of the compensation and benefits paid or awarded to Mr. Frédéric Chesnais, Chief Executive Officer for the financial year ended March 31, 2021

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, pursuant to the provisions of article L.22-10-34 II of the French Commercial Code, approve the fixed, variable, and exceptional items comprising total compensation and all benefits in kind paid or awarded to Mr. Frédéric Chesnais as a result of his role as Chief Executive Officer, for the financial year ended March 31, 2021, as presented in the Company's annual financial report and reiterated in the Board of Directors' corporate governance report referred to in article L.225-37 of the French Commercial Code.

Resolution 8: Approval of the principles and criteria to determine, apportion and allocate the items comprising total compensation and all benefits in kind that may be allocated to the Chairman and Chief Executive Officer

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, in accordance with article L. 22-10- 8 (paragraph 1) of the French Commercial Code, and having reviewed the report of Board of Directors' required by article L. 225-37 of the French Commercial Code, approve the principles and criteria for determining, apportioning, and allocating the fixed, variable, and exceptional items comprising total compensation and all benefits in kind that may be allocated to the Company's Chairman and Chief Executive Officer for the financial year ending March 31, 2022, which were set by the Company's Board of Directors based on the proposal by the Nomination and Compensation Committee as presented in the Company's

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annual financial report and referred to in the corporate governance report referred to in article L.225-37 of the French Commercial Code.

Resolution 9: Approval of the compensation policy of the Directors - Setting of the amount of Directors' fees

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors:

1. Approve, pursuant to article L. 22-10-8 II of the French Commercial Code, the compensation policy of the Directors, as presented in the report on corporate governance included in the above mentioned report; and
2. Decide to allocate a total net amount of one hundred and twenty thousand (120,000) euros of Director's fees to the members of the Board of Directors for the financial year ended March 31, 2021, to be distributed by the Board of Directors among its members.

Resolution 10: Authorization given to the Board of Directors to trade in the Company's own shares

The shareholders at the Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, on the proposal of the Board of Directors, authorize the Board of Directors, with powers to sub-delegate, under the conditions set out by law in accordance with articles L.22-10-62 et. seq. of the French Commercial Code, European (EU) Regulation no. 596/2014 dated April 16, 2014 and the General Regulations of the Autorité des Marchés Financiers (AMF), to trade in the Company's shares on the stock exchange.

Shares may be purchased in order to:

1. Enable market-making or liquidity services by an investment services provider in the context of a liquidity agreement in accordance with the code of ethics recognized by the Autorité des Marchés Financiers (Article L.22-10-62 of the French Commercial Code);
2. Cancel shares repurchased as part of a share capital reduction not motivated by losses;
3. Deliver shares (for exchange, payment, or otherwise) in the context of external growth transactions, mergers, demergers, or asset transfers, or for payment of services up to five percent (5%) of its share capital as provided for in article L.22-10-62 paragraph 6 of the French Commercial Code, in order to minimize the acquisition cost or more generally improve the terms of a transaction, in accordance with the terms and conditions defined by the Autorité des Marchés Financiers;
4. Deliver shares in connection with the exercise of rights attached to securities giving immediate or deferred access, by any means, to shares of the Company, and perform all hedging transactions as a result of the obligations of the Company (or of one of its subsidiaries) relating to these securities, under the conditions set out by the market authorities and when the Board of Directors, or the person acting by delegation of the Board of Directors, deems its appropriate;
5. Ensure the coverage of stock option plans and/or bonus share plans (or similar plans) in favor of employees and/or corporate officers of the Group, as well as all share

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allocations under a company or Group savings plan (plan d'épargne d'entreprise/groupe or similar plans) in respect of profit sharing and/or any other form of allocation of shares to employees and/or corporate officers of the Group;

6. Award shares to employees in respect of their sharing in the results of the company's expansion and to implement any plan d'épargne entreprise (company savings plan) under the conditions provided for by law, in particular articles L.3332-1 et seq. of the French Labor Code;

This program is also intended to allow the implementation of any market practice that may be accepted by the Autorité des Marchés Financiers, and more generally, the completion of any other transaction in compliance with the regulations in force.

In such a case, the Company will inform its shareholders by way of a press release.

The maximum purchase price per share may not exceed two (2) euros.

The Board of Directors may, however, adjust the above-mentioned purchase price in the event it incorporates any premiums, reserves or profits, giving rise either to an increase in the par value of the shares or to the creation and the free allocation of shares, as well as in the case of a division of the par value of the share or of the consolidation of shares, or any other transaction modifying the par value of the shares or relating to shareholders' equity, to take into account the impact of these transactions on the value of the share.

The maximum number of shares that may be acquired by the Company in the context of this resolution may not exceed the limit of ten percent (10%) of the shares comprising the share capital (or five percent (5%) of the capital in the case of shares acquired by the Company for retention and subsequent delivery as payment or exchange in the context of a merger, demerger or transfer of assets), it being specified that when the shares are bought back to promote liquidity under the conditions defined by the General Regulations of the Autorité des Marchés Financiers, the number of shares taken into account to calculate the limit of ten percent (10%) provided for in the first paragraph corresponds to the number of shares purchased, minus the number of shares resold during the authorization period.

The amount of funds that the Company may devote to the buyback of its own shares may not exceed fifty (50) million euros, and this buyback program may be funded through the use of available cash or through short- or medium-term debt, or by any other means of financing permitted by regulations.

The shares thus acquired may be retained, disposed of, and more generally transferred by any means, and used for any purpose, in accordance with the applicable regulations.

The acquisition, disposal, or transfer of the shares may be carried out at any time, including during a public offering period, within the limits authorized by the legal and regulatory provisions in force, and may be conducted by any means, on the market or over-the- counter, including through the acquisition or disposal of blocks (without limiting the share of the buyback program that can be realized by this means), by public offering to purchase or exchange, or through the use of options or other forward financial instruments traded on the market or over-the-counter, or by delivery of shares following the issue of securities giving access to the capital of the Company through conversion, exchange, redemption, exercise of a warrant or any other way, either directly or indirectly through an investment service provider, under the conditions set out by the market authorities and when the Board of Directors, or the person acting by delegation of the Board of Directors, deems it appropriate.

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